A Night to Remember
by West Bev.'s Sweethearts
Summary: This story is a re-do of season 3's senior prom episode by the same name. Original characters, very Brenda and Dylan centered!
1. It's my prom, and I'll cry if I want to

A/N:

This is my very first fanfiction! I've read so many wonderful 90210 stories here that I was inspired to try my own hand at it. I've always hated everything about the original episode A Night to Remember, so I've decided to re-do the whole thing! It'll be quite different this time ; ) . I hope someone will read it, and if you do read it, I'd love to know what you think, please let me know!

A Night to Remember

Chap. 1- It's my prom, and I'll cry if I want to

"Donna," she shot her friend a pleading glance, not wanting to have the conversation she knew was coming; a conversation they'd had already twice that morning.

"Oh, come on Brenda. I mean, you only get one senior prom in a lifetime and don't you think that in ten years from now you'll look back and wish you had gone?

"No," she sighed loudly. "We have another two months left and after that I'm never going to think about high school again".

"Bren, don't be so dramatic. It hasn't been all bad. And I think you'll miss it. Wait and see. And you're right, we only have two months left and after that who knows where we'll all be. These might be the last couple of weeks we're all together, on the same page." Brenda could tell by the look on Donna's face that she was beginning to get sentimental.

"Who's being dramatic now?" Brenda teased.

"No, I'm serious. That's way you have to go to prom. It just won't be the same without you. There's still room in our limo and we can go dress shopping after school, and finding you a date will be a cinch..." Donna looked over at Brenda, who wasn't paying attention. She followed Brenda's gaze. Dylan and Kelly were walking down the hall hand-in-hand. Kelly giggled as Dylan put an arm around her and whispered something in her ear.

"Bren?" Donna asked softly.

"Hmmm," Brenda turned her attention back to her friend.

"You not wanting to go to prom isn't because of Dylan and Kelly, is it?"

Brenda rolled her eyes. "For you information, it has nothing to do with them," she retorted harshly. "Look, Donna, I just don't want to go alright?" she said, this time there was no edge to her voice.

"Alright," Donna said with a heavy sigh, "Have it your way. But if you change your mind..."

"You'll be the first to know, I promise. Hey, I should get to class. Call me later, ok". With that, Brenda left the radio booth and headed down the hall. She walked slowly, staring at the ground a few feet in front of her. Her brow was furrowed and her mouth slightly pouting.

As a general rule, Brenda didn't reminisce about the sweet and tender moments she and Dylan had shared in the not-too-distant past. It was best that way. In the beginning, or at the end, she didn't know which way it was put best, everything had reminded her of him. The salty air that blew in from across the ocean, the last desk in the fifth row of her home room, a blue dress she knew he loved. It had seemed that every possession, every place, every scent, in her daily routine triggered some happy memory of Dylan. But that had been nearly five months ago and little by little Brenda had convinced herself that those memories only served to rub salt into the still open and bloody wounds. So, every time she felt the rush of remembering begin to wash over her, she would chide herself for letting him get the best of her and stop it quickly. Eventually, that third tree along the south side of the school lawn, the one that had witnessed so many stolen kisses and lust-filled glances, the one that had been their spot, became just another tree, no different or special from the others around it. Or, at least, that was what she told herself.

Brenda tried hard not to think about Dylan but she just couldn't help it at present. She thought about how she had seen him and Kelly as they cuddled and cooed down the hall. She thought about Donna's accusation. She thought about prom... and she thought about the spring dance. A sharp pain tugged violently at her heart as images of her and Dylan at the dance, in the room, in the act, flooded her thoughts. She took a deep breath and shook her head, trying to forcefully exorcise the memories from her mind. Brenda had promised herself that Dylan McKay would not factor in the least in any of her post break-up decisions. She may have been miserable, part of her might still be, but another part of her was too proud to let anyone see her hurting. Dylan had chosen her best friend over her; it was heartbreaking; it was embarrassing.

For the better part of nearly three years, she had been madly, blindly, in love with Dylan. Their relationship had been intense from the very beginning, and it had scared both of them on more than one occasion. Brenda hadn't been deterred by the tales of Dylan's love em' and leave em' past, nor had she given much credence to her family's objections. She knew people saw his good looks, his money, his bad boy reputation, but she wasn't sure how many people could see what she saw in him. She wasn't sure if he could see it himself, and it made him all the more beautiful. She loved him, let the world be damned. She'd even declared war against her father by moving out when he demanded she stop seeing Dylan after the mishap in Baja. And for what? A boyfriend who loved her so much, that he cheated on her with her best friend the minute she left the continent? It was hard enough having to endure that kind of betrayal, but being pitied by her friends and family for not knowing better was too much. They had all been right. She felt foolish, like an idiot. She hated the way they all asked her how she was "holding up", the worried glances they exchanged behind her back the minute she walked away or left the room, and worst of all, the way they avoided any mention of Dylan and Kelly, as if the mere sound of their names might cause her to collapse on the ground and cry uncontrollably.

So she had done the only thing she could do; pretend she didn't care. She hadn't stopped talking to them. She didn't avoid them. She didn't flinch when he put his arm around Kelly. She didn't sigh when they slide into their old booth at the Peach Pit. She even hung out with the two of them every now and then. Just the other day she had them over for diner, (which, to her great satisfaction, seemed to cause some tension between them). Of course, she had wanted to do all of those things, but Brenda put on a brave face and held her head up high. And it worked.... most of the time.

No, Dylan and Kelly were not the reason Brenda didn't want to go to prom, or at least not the only reason she didn't want to go. She begrudgingly admitted to herself that the thought of Dylan and Kelly together at prom broke her heart, though she would have rather stitched her mouth shut than say it out loud. She had always assumed that she and Dylan would go together and, considering how wonderful and special the spring dance had been, she could only imagine how great prom night might have been if Kelly Taylor had never been born. She wondered if Dylan was as sweet and considerate of Kelly as he had been with her. She sighed, knowing he was.

Oh, get a grip Brenda!, she scolded herself. Pining like this over Dylan, you should be ashamed of yourself! It's pathetic.... She took a deep breath, trying to take her own advice.

She had been meandering slowly down the hall with her head down, lost in her thoughts when suddenly she collided with a body coming quickly around the corner. Their heads knocked against each other hard. The books they had both been carrying fell to the ground sending loose paper in all directions.

"Oouuch," Brenda whimpered, rubbing her forehead.

"Oh man, I'm so sorry! Are you alright?" a male voice asked with concern.

She felt a gentle hand cup the right side of her face. It startled her a little, she dropped the hand that had been rubbing her forehead and looked up. The boy she had collided with was Tony Miller. She had seen him around. He was one of West Beverly's all-star athletes and she had heard there was talk of him even playing professional football after high school. He was staring intently at her forehead making sure there was no serious injury.

She stared back at him for a moment. He was cute. Actually, cute was an understatement; he was gorgeous. He was tall, probably two or so inches taller than Dylan, his body lean, lightly muscled, and tanned. His sandy blonde hair was brushed loosely back. He had the greenest eyes Brenda had ever seen.

"Oh, I'm ok. I'm fine. Thank you," she said softly trying not to blush.

"You sure?" he asked again, bringing his hand away from her face.

"Yeah, I think I'll live," she smiled. He flashed her a wide grin, exposing his pearly white teeth. She noticed he had dimples. It wasn't a sexy, mysterious smile like Dylan's, but it was sweet and genuine and left Brenda feeling weak in the knees. In a way, Tony was the antithesis of Dylan. Brenda decided that was something she liked about him.

The bell rang then, and kids shot into various classrooms, the hallway was empty in a matter of moments.

"Shoot," Brenda sighed. "Now Mr. Andrews is going to call on me all class long for being late," she frowned as she bent down to gather her fallen books and papers.

Tony chuckled as he too bent down and collected his things, "That's good ol' Mr. Andrews for you". He handed Brenda a stack of papers belonging to her.

"Thanks," she said as she straightened herself out. They began to walk down the hall at a leisurely pace, she was in no hurry to answer questions about cell reproduction in plant life.

"So Brenda," Tony began. Brenda couldn't suppress the smile she felt tugging at her lips. She was flattered he knew her name. "Are you excited about prom this Saturday?" he looked over at her. He noticed the smile fade from her face.

"Actually, I'm not going," she answered nonchalantly.

"What? Not going! How come?" Tony asked, not concealing his shock in the least.

"Well, I guess I'm just not really into it... and I don't have a dress, or a date and it's too late now, so..." she trailed off hoping that her reply sounded reasonable.

"Huh," she heard Tony say more to himself than to her.

"What?" she narrowed her eyes at him sounding a bit annoyed.

"Oh, nothing..." he looked at Brenda who was still staring at him inquisitively. "It's just that I can't believe the prettiest girl in school doesn't have a date to the prom," he said as he shot her a grin.

There was that smile again. Brenda felt her cheeks get hot and she knew she was blushing. Tony noticed and his smile broadened.

"Hey," he said stopping abruptly. He lightly grabbed Brenda's arm causing her to stop walking too. She turned to face him and leaned her back against the row of lockers. He took a few small steps towards her, a smile on his face the whole time.

"Brenda Walsh, will you go to prom with me?" he asked sweetly. "I was going to go stag but I'd much rather go with you".

"Tony...." Brenda paused, a huge smile on her own face. "I don't know.... it's just...."

"Oh, come on!" Tony pleaded. "It'll be great, I promise. I'll pay for the limo, buy you a corsage. Have I told you I'm a fantastic dancer?"

"Oh, you are, are you?" Brenda teased. "Well in that case, how can I say no?".

"You can't," he said playfully. "You know, to tell you the truth, I've wanted to take you out for years now," he took a step closer to her.

"You have," Brenda said with genuine surprise."

"Yeah I have," he took another step closer to her, now only separated by inches. "I noticed you first day of sophomore year,". Brenda was now beaming. "But that Dylan McKay kid snatched you up so fast, I couldn't make my move,".

Brenda tried to hold her smile. It was true, she had been so completely absorbed in Dylan she hadn't even noticed anyone else. Tony saw her smile falter just for a moment. He made a mental note not to bring up Dylan.

"Eh humm," they heard a stiff cough. They turned their heads to the right and saw that a teacher had stuck his head out of the near by class room.

"Mr. Miller, will you be joining us today?"

Tony sighed, "Yep, I'm coming". He turned back to Brenda, giving her another smile. "I have english with your brother, I'll grab your number from him and call you with the details later".

Brenda nodded and he walked into the class room. She took a deep breath and tried to wipe the smirk off her face.


	2. What is, and What Used to be

A/N: So, first of all, I just want to thank everyone for reading this story. Your reviews mean a lot to me (so keep em' coming please, lol). Also, sorry it took me a bit longer to update this than I had told some of you it would take. I'll will try to be more punctual with the next installments.

Enjoy :)

Chap. 2- What is, and What Used to be

Brenda gave a relieved sigh as the bell rang, signaling the end of fifth period. As expected, Mr. Andrews had directed nearly all of the questions to her for being tardy to class. Although, she had been pleasantly surprised to find that she knew most of the answers. Now that she was spending most of her Saturday nights at home, _alone_, her grades had improved. _But_, she thought to herself, _depending on how this Saturday goes, that might be about to change._ The thought made her smile as she closed her text book and placed her notebook in her bag.

She was trying to be cool and calm about the situation. She didn't want to get ahead of herself. Other than his name, that he was good at sports, and that his body was insane, she didn't really know anything about him. He had been sweet and charming in the hall earlier, and he was _definitely_ interested, but what if they had nothing in common? What if he picked her up this weekend and they ran out of things to say in the first five minutes? What if he was boring? Or a complete jerk? Come to think of it, why would someone like Tony Miller not already have a date for prom? Brenda shook her head. This line of thinking was not going to help. And besides, up until forty-five minutes ago, _she_ hadn't had a date to prom either. She opened her locker door and slid her book onto the shelf, exchanging it for the brown paper bag containing her lunch. She would have to find some sly way of asking her friends if Tony had recently gotten out of a serious relationship.

*****

Dylan spotted his friends sitting in their usual spot as he cut across the quad walking toward them. As he got closer, he could see that Kelly and Donna were flipping through the pages of a magazine.

"Ooo, look at her hair! Kel, that would look great on you," he heard Donna saying.

"Um, I don't know... those bangs are so last year and I want to wear it up to show off my dress, it has a really pretty neckline. Oh, but I like this one," Kelly pointed to the adjoining page.

Dylan rolled his eyes. It seemed like every word out of Kelly's mouth this past week had been about prom. He was, well, less than astatic about going in the first place and her constant quipping had started to get on his nerves days ago. To be honest, he didn't really care if she wore her hair up or down, if her dress was midnight blue or black, or if orchids were over rated. He had told her as much yesterday when she asked him for the fifth time if he liked the simple stud earrings better than a more flashy, dangling pair. She had reacted badly. She accused him of not caring about her, saying that it was important to her and that it should therefore be important to him too. They fought, which seemed to becoming an increasingly common habit for them, and Kelly had stormed off, but not before taking one final jab at Dylan's soft spot.

"You know, Dylan, I just don't get you," she had said. "When you were with Brenda, you did

everything she asked. You would have gone to the moon for her. All I want to do is go to prom with my boyfriend and you're standing here telling me how you don't give a shit. God Dylan, how is that supposed to make me feel?!" she had hissed through clenched teeth before slamming the door closed behind her.

After she left Dylan had sat on his couch for hours, preoccupied with the thoughts running through his head. "Brenda" was something like a curse word between them. He knew that Kelly was insecure about their relationship and he suspected that a lot of that came from her first-hand knowledge of how intense his and Brenda's relationship had been. Having been Brenda's best friend, she must have been privy to all the gory details, but it drove Dylan crazy when Kelly tried to compare their relationship to the one he and Brenda had had. How could he ever explain to Kelly what Brenda had meant to him, what she still meant to him? How could he tell her that as much as he honestly did care for her, a part of him knew, even at eighteen, that he would never love another woman the way he loved Brenda; that he never _wanted_ to love anyone else that way?

When Kelly called him late last night he had been expecting round two of Taylor vs. McKay but to his surprise she had apologized, saying that it wasn't fair of her to bring up Brenda because, really, she had nothing to do with their relationship. Dylan had sighed, wishing that were true before saying he was sorry too. When he arrived at school that morning he found Kelly waiting for him at his locker. She greeted him with a smile and a peck on the lips, apparently all had been forgiven... or, at least, temporarily forgotten.

"Hey Dylan, just the man I was looking for," Brandon's voice brought Dylan's attention back to the present.

"Hey man, what's up?" Dylan asked while meeting Brandon in their multi-step handshake. "What can I do for you?"

"Well, I was wondering if you still had those extra seats in the limo?"

Dylan gave his friend a curious look, " Uh, yeah there's still room but I thought the Walsh twins were too cool for prom?" He had heard from Kelly that neither Brandon or Brenda had planed to go to prom. He had wondered at the time if it meant she wasn't as over him as she seemed to be. He then felt bad for being pleased she might still be missing him and missing out because of it.

"Oh, we are," Brandon said only half joking. "It's just that Andrea told me this morning that her date, Jordan, you remember him?" Dylan nodded. "Well, I guess that he came down with a serious case of the flu and had to cancel, and, me, being the nice guy that I am...."

"...Decided to take advantage of the one night a year chicks are most likely to get down and dirty?" Steve interrupted.

"Ugh, Steve," Kelly rolled her eyes in annoyance.

"What? It's true... something about prom just puts them in the mood," Steve playfully protested.

David shot Donna a look; she uncomfortably averted his hopeful glance.

"So is it cool if we hitch a ride with you?" Brandon asked, ignoring Steve's remarks.

"You know it," Dylan replied.

"Thanks man. Also, I was wondering where you rented your tux from? And what color corsage do you think goes with a black dress?".

_Not you too, B, not you too_, Dylan thought sadly to himself.

"I'd go for a red one, something to pop against the black," Donna suggested, saving Dylan from having yet another conversation about prom. He turned and walked the few feet towards Kelly, slipping onto the bench next to her and placing a light kiss on her cheek.

"Hey babe," she greeted. "So your tux is supposed to be in today. You should go after school and make sure it fits right". Dylan said nothing but nodded his head. "And have you got a room yet? Because all the good ones will be gone by tomorrow?"

"Kel, don't worry about it. Everything will be perfect, ok?" he said trying to sound as little annoyed as possible. "Do you really think that I'd screw up the one part of the night I'm actually looking forward to?"

She gave him a coy smile, "Alright then". She turned her attention back to the magazine she and Donna were looking at.

Dylan looked out over the quad. Kids were engaged in various activities; some were eating lunch, some were playing with frisbees, others were frantically cramming last minute before a test. His eyes wondered over the crowd stopping abruptly when they found her. Had he been subconsciously looking for her? He wasn't sure.

Brenda was making her way out of the building, heading towards them. The light breeze was gently blowing her hair around. She had a slight smile on her face and she looked happy. Happier, he thought, than he had seen her in awhile. He also noticed that the bright afternoon sun made the sheer fabric of her dress nearly see-through and he could clearly make out the soft curves of her body. He was happy to see her... if only because he knew she wouldn't want to talk about prom.

"Hey guys," she said as she took a seat next to Brandon. "What's up?"

"Well, your brother here was just telling us that he's taking Andrea to the prom," Steve informed her.

"You are?" Brenda asked, turning to her brother. "What about Jordan?"

"She told me this morning that he's really sick and had to cancel, and she already bought a dress, and..." he felt bad that taking Andrea to prom meant he'd have to ditch Brenda and their plans to rent movies and eat an obscene amount of ice cream.

"Brandon, don't worry about it. I think it's great," Brenda reassured Brandon, knowing what he was worried about.

"Hey, what do you guys think of Tony Miller?" Brenda asked trying to sound nonchalant. She could tell by the confused looks on her friends faces that her question had caught them all off guard.

"Um, well, he's in my English class and I've interviewed him a couple of times for the paper... he seems like a real stand up guy," Brandon offered his opinion. "Why do you wanna know?" he questioned his sister, curious what her motives for asking might be.

"Because," she paused for dramatic effect knowing they all wanted to hear her answer, "he's taking me to prom".

"Oh, my God!" Brenda heard Donna squeal as she practically lunged at her, embracing her in a tight hug.

"Looks like we'll be going dress shopping today after all," Brenda said with a smile as Donna let her go.

"Bren, this is perfect! And Tony Miller?! He's seriously hot," Donna said sounding impressed.

"Yeah, Bren, he's a total catch," Kelly interposed. "Smart, cute, _and_ nice. I had the biggest crush on him in tenth grade".

"In that case, remind me not to go to Paris this summer". The words just slipped through her lips. She hadn't meant to say them out loud. She saw the smile on Kelly's face drop instantly. She looked at Dylan, who, believe it or not, was blushing. Brenda could literally hear the 'oh, shit!' looks her friends were exchanging in the sudden silence.

"Joking, it was a joke!" she tried to play it off. "Too soon?" Brenda asked in the most innocent voice she could muster.

"Well, Bren, Tony's a good guy. I've known him since little league," Steve's voice broke the awkward silence. "You know, he's had a thing for you for years?"

"Actually, I did," she said as a wide smile spread across her lips.

Dylan frowned. He couldn't exactly explain why, but he didn't like any of this. It wasn't that he wanted her to be _unhappy_ per se, he just didn't want her to be happy with some one else. He knew it was unfair, that it was completely selfish, but it was true nonetheless. _Wow_, he thought to himself, _you really are an asshole_.

Kelly heard Dylan sigh and noticed the disconcerted expression on his face. "What's the matter?" she asked him quietly.

"Oh, nothing... I just forgot I was supposed to stop by Mrs. T's office", he lied. Dylan rose to excuse himself and Kelly followed suite.

"I'll walk with you, I need to us the bathroom anyway".

Dylan said nothing, which, roughly translated, meant: _Not now Kelly. I need some alone time to brood over my ex-girlfriend and the residual feelings I have for her_. When they were safely out of ear-range Kelly turned to Dylan, " So, Brenda's comment... about not going to Paris... really shocked me at first," she paused, waiting for a reaction from Dylan. When she didn't get one, she continued, "I thought maybe she was still mad at us.... but you know what? Maybe it's a good sign," she said optimistically.

"What?" Dylan asked in confusion. "How is Brenda being mad at us a good sign?"

Kelly rolled her eyes playfully, "No, I mean, if she's making jokes about it, how mad can she still be? And she seems really excited about her date with Tony. I think she's ready to put all of this behind us," she said with a smile. "Now maybe things can go back to the way they used to be. I miss her, ya know?"

They had stopped walking and stood facing each other just outside the girls bathroom. Dylan exhaled slowly, "Yeah, I hope so too". He placed a soft kiss on her forehead. "I'll call you later, ok?" he said as he turned and walked away. He missed her too, he could say that honestly, but he wasn't sure that things would ever be the same between her and Kelly. Not really anyways. And things could never be the same between Brenda and himself. The thought depressed him terribly.

*****

The rest of the school day had gone by quickly and Brenda was now waiting in the parking lot by Donna's car. She found herself smirking again. She had liked what she heard about Tony from her friends. Brenda had learned that his mother was the CEO of a major cosmetic company, his father was something of a struggling artist, and he had three younger sisters. He was in two of Brandon's honor classes and had been captain of the football team for the last three years. There were currently three major colleges offering him a full athletic scholarship. Apparently, it didn't get more All-American than Tony Miller. She had also learned that when he and his sister were young, their mother had enrolled them in ballroom dancing and they had even competed regionally. He had retired at the ripe old age of 12 though, when he discovered his true passion on the football field, fearing it would damage his reputation if his team mates knew. Two years later when his sister's dance partner broke his foot just days before a competition she had worked very hard for, Tony had filled in for him; even though it subsequently meant being teased relentlessly by his friends for months afterwards. _Brandon was right_, she thought,_ he seems like a real stand up guy_. It was official, Brenda was excited for her date with Tony. Maybe prom night would turn out to be more memorable than she had been expecting.

"Hey Bren, ready to shop till we drop?" Donna asked, interrupting Brenda's thoughts.

"Anytime, anywhere," she replied with a smile as she hopped into the front seat.

*****

The two girls walked down the isle of a small boutique carefully sorting through the racks.

"How do you feel about orange?" Donna asked, pulling a dress from the rack and holding it up for Brenda's inspection.

Brenda wrinkled her nose, "Really, Donna?"

"What? It could work with the right accessories," she said while putting the dress back. They continued to browse in silence for a few moments when Donna cleared her throat. "So, I've decided to sleep with David on prom night," she announced matter-of-factly.

Brenda's hand dropped from the dress she had been looking at and her eyes got big. "What?! Really? When did you decide this? I thought you wanted to wait till mar...."

"I know, I know," Donna cut her off, "but I love him and he loves me, so why wait, right?"

"Donna," she stared at her friend inquisitively, "you don't sound so sure. I mean, sex is a big deal and you should wait until you're ready. David loves you, he'll understand."

"No, I know, but I'm ready. I am," Donna said, not sounding entirely convinced. " Now why don't you try on these dresses? I don't think I can carry any more!".

Brenda had tried on nearly every dress in the store but none of them so far had cut it. Some were too puffy, others too long, some too matronly,and some just plain ugly. She was convinced she had tried on the same black dress four times but Donna insisted they were all different; in what way, she couldn't tell. Brenda was becoming disheartened. "Donna, let's just go. I should have known I'd never find a dress this close to prom," she whined.

"Alright, this is the last one. If you don't like it we can go," Donna said as she passed yet another dress over the dressing room stall. "Weelll," she said hopefully after a few minutes.

Brenda slid the curtain to the left and stepped out. "What do you think?"

"Bren, I think it's perfect!"

She smiled as she looked at her reflection in the mirror, "Me too".

A/N: Up next is prom night, and I have big plans for the whole gang so be warned ; )


End file.
